U. S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING
                                  (Check One):


[ ] Form 10-K and Form 10-KSB  [ ] Form 20-F  [ ] Form 11-K  [X] Form 10-Q  and 
                           Form 10-QSB  [ ]Form N-SAR

    For period ended: September 30, 1996.

[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR

    For the Transition Period Ended:

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Nothing  in this  Form  shall be  construed  to imply  that the  Commission  has
verified any information contained herein.

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If the notification  relates to a portion of the filing checked above,  identify
the Item(s) to which the notification  relates:  Entire Quarterly Report on Form
10-QSB for the period ended September 30, 1996.

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Part I - Registrant Information

Full Name of Registrant: FBR Capital,  Inc.

Former Name if Applicable: Richard Barrie Fragrances, Inc.

Address of  Principal Executive  Office (Street and Number):  14988 N. 78th Way,
Suite 203
(City, State and Zip Code):   Scottsdale,  Arizona 85260.
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Part II - Rules 12b-25(b) and (c)

If the subject report could not be filed without  unreasonable effort or expense
and the Registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate).

[X]  (a)          The reasons described in reasonable detail in Part III of this
                  form could not  be eliminated  without unreasonable  effort or
                  expense;

[X]  (b)          The subject annual report/portion thereof will be filed on  or
                  before the fifteenth calendar day following the prescribed due
                  date; or the subject quarterly  report/portion thereof will be
                  filed on or  before  the  fifth  calendar  day  following  the
                  prescribed due date; and

[ ]  (c)          The accountant's statement or  other exhibit  required by Rule
                  12b-25(c) has been attached if applicable.

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Part III - Narrative

State below in  reasonable  detail the  reasons  why Form 10-K and Form  10-KSB,
20-F,  11-K, 10-Q and Form 10-QSB,  N-SAR,  or the transition  report or portion
thereof could not be filed within the prescribed time period. See Attachment A.

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Part IV - Other Information

(1)      Name and  telephone  number of  persons  to  contact in regard  to this
         notification: Stephen T. Meadow, 602/279-9411.

(2)      Have all other periodic  reports  required under section 13 or 15(d) of
         the  Securities  Exchange  Act of 1934 or section 30 of the  Investment
         Company Act of 1940 during the  preceding 12 months or for such shorter
         period that the  Registrant  was required to file such  report(s)  been
         filed? If answer no identify report(s). [X] Yes [ ] No

(3)      Is it anticipated that any significant  change in results of operations
         from  the  corresponding  period  for  the  last  fiscal  year  will be
         reflected  by the  earnings  statements  to be  included in the subject
         report or portion thereof?

         [X] Yes     [ ] No

         If  so:  attach  an  explanation  of  the  anticipated   change,  both
         narratively and 
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         quantitatively, and, if appropriate, state the reasons why a reasonable
         estimate of the results cannot be made.  See Attachment A.

         FBR  Capital,  Inc.  has caused this  notification  to be signed on its
behalf by the undersigned thereunto duly authorized.


Date: November 13, 1996.


                                               FBR Capital, Inc.


                                               by  /s/ Stephen T. Meadow
                                                 -------------------------------
                                               Stephen T. Meadow, Secretary

INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly  authorized  representative.  The name and title of the person
signing  the form  shall  be typed or  printed  beneath  the  signature.  If the
statement is signed on behalf of the registrant by an authorized  representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.

                                    ATTENTION

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   Intentional misstatements or omissions of fact constitute Federal Criminal
                         Violations (See 18 U.S.C. 1001)
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                              GENERAL INSTRUCTIONS

1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules
and Regulations under the Securities Exchange Act of 1934).

2. One signed  original and four  conformed  copies of this form and  amendments
thereto must be completed and filed with the Securities and Exchange Commission,
Washington,  D.C.  20549,  in accordance  with Rule 0-3 of the General Rules and
Regulations under the Act. The information contained or filed with the form will
be made a matter of public record in the Commission files.

3. A manually signed copy of the form and amendments thereto shall be filed with
each  national  securities  exchange  on which  any class of  securities  of the
registrant is registered.

4.  Amendments to the  notifications  must also be filed on Form 12b-25 but need
not restate  information  that has been correctly  furnished.  The form shall be
clearly identified as an amended
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notification.

5. Electronic Filers. This form shall not be used by electronic filers unable to
file a report solely due to electronic  difficulties.  Filers unable to submit a
report  within the time period  prescribed  due to  difficulties  in  electronic
filing  should  comply  with  either  Rule  201 or Rule  202 of  Regulation  S-T
(ss.232.201  or ss.232.202 of this chapter) or apply for an adjustment in filing
date pursuant to Rule 13(b) of Regulation S-T (ss.232.13(b) of this chapter).
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                                  ATTACHMENT A

On June 28, 1996,  the Registrant  sold virtually all of its assets,  all of its
officers and directors  resigned and all of its employees were  terminated.  The
Registrant's  present  staff  consists  of  two  officers,   who  are  part-time
consultants  to the  Registrant.  The  significant  change in the  nature of the
Registrant's  business and the Registrant's  reduced  staffing  (mandated by its
limited  resources)  causes the Registrant to be unable to timely file,  without
unreasonable effort and expense, the subject report.

As indicated  above, the Registrant sold virtually all of its assets on June 28,
1996.  Accordingly,  the  Registrant  has had no  ongoing  business  to  produce
revenues and its only source of income is interest income. This is in comparison
to net  sales of  $4,064,791  in the  quarter  ended  September  30,  1995.  The
Registrant  anticipates  that the net loss for the quarter ending  September 30,
1996 to be  approximately  $43,000 as  compared to net income of $43,154 in same
quarter of fiscal 1995.
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